ex4_22amendedrightis.htm


    
      
        
          
            

          

        

        Exhibit 4.22

      

    

     

    
      	
              Focus
      Enhancements, Inc.

              Corporate
      Headquarters

              1370
      Dell Avenue

              Campbell,
      CA 95008 USA

              P
      408.866.8300 • F 408.866.4795

              info@focusinfo.com

              www.focusinfo.com 

            	
               

               

            


    

     

    
      	
              July
      7, 2008

            	 
      


    

     

    Ingalls
& Snyder LLC

    61
Broadway

    New York,
NY 10006

    Attention:
Thomas O. Boucher, Jr.

    


    Re: Amendments to the Amended
and Restated Senior Secured Note Purchase Agreement, dated as of February 7,
2008 and the Amended and Restated Registration Rights Agreement, dated as of
February 7, 2008 (collectively, the “Agreements”)

     

    Dear Mr.
Boucher:

     

    This Letter
Agreement is entered into by and between Focus Enhancements, Inc. (the “Company”) and the undersigned as
the Purchasers’ Agent as of this 7th day of July 2008.  Pursuant to
this Letter Agreement, the Company and the Purchasers’ Agent agree that the
following amendments shall be made to the Agreements and that they are hereby
incorporated into the Agreements, respectively.  Capitalized terms
used in this Letter Agreement without definition have the meanings ascribed to
them in the Agreements.

    


    1.           Amended and Restated Senior
Secured Note Purchase Agreement.

     

    a.           The
definition of the term, Registration Rights Agreement, set forth in Section 1.30
of the Amended and Restated Senior Secured Note Purchase Agreement is deleted
and replaced in its entirety with the following:

     

    “Registration Rights
Agreement means the Amended and Restated Registration Rights Agreement
substantially in the form of Exhibit G among the
Company, the Purchasers’ Agent and the Purchasers, dated as of the date of this
Agreement with respect to the Company’s registration of the Warrant Shares under
the Securities Act.”

     

    b.           Section
6.3 of the Amended and Restated Senior Secured Note Purchase Agreement is
deleted and replaced in its entirety with the following:

     

    “No Public
Market.  The Purchaser understands that no public market now
exists for any of the Notes or Warrants issued by the Company and that the
Company has made no assurances that a public market will ever exist for the
Notes or Warrants (excluding Company’s obligations to register the Warrant
Shares under the Registration Rights Agreement).”

     

    c.           Section
7.5 of the Amended and Restated Senior Secured Note Purchase Agreement is
deleted and replaced in its entirety with the following:

     

    “Registration of Warrant
Shares.  Within 90 days after the Closing Date under this
Agreement or on such other date as the parties may agree, the Company shall file
a registration statement with the SEC to register all of the Warrant Shares in
accordance with the terms of the Registration Rights Agreement.  The
Company agrees to take the actions reasonably necessary and within the Company’s
power to have the SEC declare such registration effective and to maintain the
effectiveness of such registration statement

     

    for as
long as any Warrant Shares remain outstanding, except as otherwise provided in
the Registration Rights Agreement.”

     

    2.           Amended and Restated
Registration Rights Agreement.

     

    a.           The
definition of the term, Registrable Securities, set forth Section 1 is deleted
and replaced in its entirety with the following:

     

    “Registrable
Securities means the Common Stock, $0.01 par value per share, issuable
upon exercise of the Warrants issued pursuant to the Purchase Agreement to the
individual Purchasers thereof, together with any shares of Common Stock issued
or issuable upon any stock split, dividend or other distribution,
recapitalization or similar event with respect to the foregoing (“Warrant
Shares”).”

     

    b.           The
first sentence of Annex A, Plan of
Distribution, is deleted and replaced in its entirety with the
following:

     

    “We are registering the Warrant Shares
(the “securities”) being offered by this prospectus for resale in accordance
with certain registration rights granted to the selling stockholders, including
their pledgees, donees, transferees or other successors-in-interest, who may
sell such securities from time to time, or who may also decide not to sell any
or all of the securities that may be sold under this prospectus.”

     

    3.           Miscellaneous.

     

    a.           The
Purchasers’ Agent hereby represents and warrants to Company that with respect to
the amendments made to the Amended and Restated Registration Rights Agreement,
it has been authorized to execute this Letter Agreement by a majority in
interest of the Holders of the then Registrable Securities.

     

    b.           Except
to the extent amended hereby, all of the definitions, terms, provisions and
conditions set forth in each of the Agreements, respectively, are hereby
ratified and confirmed and shall remain in full force and effect.

     

    c.           This
Letter Agreement may be signed in any number of counterparts and delivered by
facsimile transmission or by PDF, each of which shall be deemed to be an
original and all of which together shall constitute one and the same
instrument.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

       

    

     

    FOCUS
ENHANCEMENTS, INC.

     

     

    By: /s/ Brett
Moyer                                         

    Name:
Brett Moyer

    Title:   President
& CEO

     

    


     

    
      	
              PURCHASERS’
      AGENT

               

              By:  /s/ Thomas O. Boucher
      Jr.

              Name:
      Thomas O. Boucher Jr.

              Title:
      Manager